Davis Polk & Wardwell LLP advised Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated as dealer managers for Bristol-Myers Squibb Company (Bristol-Myers Squibb) in connection with the offer by Bristol-Myers Squibb to exchange up to 170,000,000 shares of common stock of Mead Johnson Nutrition Company (Mead Johnson) for outstanding shares of Bristol-Myers Squibb common stock. The exchange offer was oversubscribed, and Bristol-Myers Squibb accepted 269,285,601 shares of Bristol-Myers Squibb common stock in exchange for the 170,000,000 shares of Mead Johnson common stock owned by Bristol-Myers Squibb. The total value of the Mead Johnson common stock issued in the exchange offer was approximately $7.4 billion.

Bristol-Myers Squibb is a global biopharmaceutical company that engages in the discovery, development, licensing, manufacturing, marketing, distribution and sale of pharmaceuticals.

Mead Johnson develops, manufactures, markets and distributes more than 70 products in 50 markets worldwide primarily under the “Enfa” family of brands, including Enfamil® infant formula.

The Davis Polk corporate team included partners Peter R. Douglas and Richard D. Truesdell Jr. and associates Wendi Hoeben, Yue (Mark) Li, Sam I. Valverde and Marc D. Swenson. The tax team included partner Harry Ballan and associates Seth H. Poloner and Ari Weinstein. The environmental team included counsel Loyti Cheng and associate Elisabeth Mountainspring. The intellectual property team consisted of associate Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) of the Menlo Park office. Natalie Chan was the legal assistant on the transaction. Unless otherwise noted, all members of the Davis Polk team are based in the New York office.